SCHEDULE: Hoge Boosts Stake in Newton Golf Company

Brett Widney Hoge and associated entities have increased their beneficial ownership in Newton Golf Company, Inc. to 10.9% through stock options, warrants, and direct share acquisitions.

Summary

• Brett Widney Hoge, along with the Brett Widney Hoge Revocable Trust and RGH & BRH LLC, has increased their collective beneficial ownership in Newton Golf Company, Inc. to 10.9%.
• This increase is attributed to direct share purchases, exercise of stock options, and the conversion of Series A Convertible Preferred Stock acquired in exchange for promissory notes.
• The total beneficial ownership for Mr. Hoge is 724,364 shares, comprising directly held shares, shares from stock options, and shares from warrants.
• The Brett Widney Hoge Revocable Trust holds 50,000 shares issuable from warrants, and RGH & BRH LLC holds 20,000 shares issuable from warrants.
• The reporting persons hold these shares for investment purposes and may adjust their holdings based on market conditions and company performance.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting increased beneficial ownership and strategic financial maneuvers, though it does not indicate significant operational changes or immediate catalysts.

Positives

• Increased beneficial ownership by key individuals and entities to 10.9% of the outstanding common stock.
• Strategic conversion of promissory notes into Series A Convertible Preferred Stock, which can be converted into common stock.
• Mr. Hoge's direct acquisition of 403,225 shares in a private placement on November 6, 2026, at $1.24 per share.
• Acquisition of shares through stock options for services rendered as a director.

Negatives

• The filing does not disclose any new operational developments or financial performance metrics for Newton Golf Company, Inc.
• The ownership percentage is based on a total of 6,601,537 shares outstanding, which includes shares from recent private placements, potentially diluting existing shareholders.
• The conversion of Series A Preferred Stock is subject to a 4.99% beneficial ownership limit (extendable to 19.99% with notice), which could restrict immediate full conversion.

Risks

• Future acquisitions or dispositions of common stock by the reporting persons are dependent on various factors including stock price, market conditions, and company prospects.
• The conversion of Series A Preferred Stock is capped at 4.99% (or 19.99% with notice) to avoid exceeding beneficial ownership limits, which could impact the timing and extent of common stock acquisition.
• The reporting persons' investment strategy is subject to their need for liquidity and other future developments.

Future Outlook

The reporting persons intend to hold their shares for investment purposes and may acquire additional shares or sell existing shares depending on various market and company-specific factors. Future actions are subject to the issuer's policies, including its insider trading policy.

Management Comments

• Mr. Hoge does not have any present plans, and has not made any proposals, that relate to or that would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
• The reporting persons hold the common stock of the issuer for investment purposes.
• Any actions the reporting persons might undertake will be dependent upon their review of numerous factors, including, among other things, the price of the issuer's common stock, general market and economic conditions, ongoing evaluation of the issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, each reporting person's need for liquidity, and other future developments.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D, indicating a significant beneficial ownership stake by an individual and associated entities in Newton Golf Company, Inc. Such filings are common when an investor crosses a 5% ownership threshold and may signal potential activism or a strategic investment. The details suggest a focus on capital structure and potential future influence rather than immediate operational changes.

Related Party Transactions

• Mr. Hoge's stock options were issued as compensation for his service as a director.
• The Brett Widney Hoge Revocable Trust and RGH & BRH LLC acquired unsecured promissory notes and warrants in a private placement from the issuer.
• The Brett Widney Hoge Revocable Trust and RGH & BRH LLC exchanged promissory notes for Series A Convertible Preferred Stock from the issuer.

Stakeholder Impact

• Shareholders may see increased influence from Brett Widney Hoge and associated entities due to their 10.9% beneficial ownership.
• The potential conversion of Series A Preferred Stock could lead to dilution if not managed carefully.
• Employees may be indirectly impacted by potential strategic shifts driven by significant shareholders.

Next Steps

• Reporting persons may acquire additional shares of common stock.
• Reporting persons may retain and/or sell all or a portion of the shares of common stock they hold.
• Future acquisitions or dispositions will be subject to the issuer's policies, including its insider trading policy.

Key Dates

Recommendation

The filing indicates an increase in beneficial ownership by a key individual and associated entities, reaching 10.9%. While this suggests confidence in the company's long-term prospects from the reporting persons, the filing itself does not provide new operational or financial performance data that would warrant a buy or sell recommendation. The current holdings are for investment purposes, and future actions are contingent on market and company performance. Therefore, a 'hold' position is appropriate pending further developments.

Keywords

Newton Golf Company, Schedule 13D, Beneficial Ownership, Brett Widney Hoge, Stock Options, Warrants, Convertible Preferred Stock, Private Placement